Charmer Chameleon
by RockSunner
Summary: What if Chameleon did a better job of maintaining her impersonation of Adrien? Spoilers for S3E1.
1. Chapter 1

What if Chameleon did a better job of impersonating Adrien?

 **Charmer Chameleon**

 **Chapter 1**

Lila had met Adrien in the school locker room and made a play for more of his time (part of her strategy to hurt Marinette, besides the fact that he was cute and rich).

It wasn't working as planned.

Adrien said, "Lila, I'm perfectly happy being friends with you, and I'll gladly help you catch with your schoolwork, but please don't lie to me like you did last time with Ladybug."

Lila remembered when Ladybug accused her of lying in front of Adrien. It wasn't going to be easy, but she had to try to fix it.

"Ladybug's the liar."

"I'm not judging you, Lila, but instead of making friends you're going to turn everyone against you. You can tell me if something's bothering you. I can help. But you need to be honest with me."

"Are you trying to be some superhero lecturing me just like Ladybug did? Well thanks, but no thanks," said Lila.

"I'm still here if you need help catching up with your schoolwork."

"How dare he!" thought Lila as she stalked away.

* * *

A couple of minutes later, Lila had run upstairs and was walking along the passage outside the classrooms, looking for a place to hide and sulk about Adrien.

"I can't stand those super goody-two-shoes," she said to herself.

A black-and-purple butterfly flew toward her.

"Yes, here's my chance. Come here, akuma!" said Lila, grabbing the akuma and forcing it into her left earring.

She felt the telepathic link to Hawk Moth that had been hers as Volpina. (She still had clear memories of the time she had made it look like an akumatized Ladybug had killed Chat Noir, because the power had been pulled by Hawk Moth rather than lost by a defeat.)

"Hawk Moth, I am Lila. I know you want to destroy Ladybug and so do I."

"Yes, I remember you," sent Hawk Moth.

"Give me supervillain powers and I'll give you her and Cat Noir's Miraculous."

"With pleasure. I have new powers for you, Chameleon."

She had expected to be Volpina again, but as the purple magic enveloped her Chameleon thought this new ability would be even more fun. She didn't look any different than before, but that would make it easier to catch her first victim, the boy who had talked down to her.

* * *

Adrien was still hanging around by the locker room door. Chameleon pushed him inside so nobody would see what she was about to do.

"Adrien, I wanted to apologize for what just happened. I've thought about it and you're right. I want us to be friends, so I'll never tell another lie again. Will you make peace with me?"

As Adrien hesitated, Chameleon moved in and gave him a kiss on the cheek. She instantly turned into a copy of him, and the real Adrien sank to the floor, asleep.

"Whoops, I lied."

Chameleon put Adrien into a locker and shut the door. Chameleon then went out into the schoolyard. He would have to make some public trouble eventually to attract Ladybug and Chat Noir, but first...

Chameleon walked up to Nino and Alya, coming out of a class together.

"Nino, I have something to tell you. You don't deserve my friendship... or your girlfriend... or your cap," said Chameleon as Adrien, snatching off the hat and putting it on.

"Hey!" said Alya.

Chameleon jumped up onto the railing beside them. He was about to make a speech about performing at the Eiffel Tower and leap away when he realized something – doing that would completely blow his cover as a villain. He needed to walk out as Adrien, and later undermine his denials that he had been cruel to his friends.

Chameleon continued walking along the railing, holding out his arms for balance.

Alya called out angrily after him, "Adrien, give back Nino's cap!"

More students were coming out of the room, so Chameleon jeered at them, "So long, losers. I'm rich and famous and I don't need any of you!"

Ladybug came swinging down from the roof with her yo-yo.

"What luck!" thought Chameleon. "I don't even need to do stunts on the Eiffel Tower to bring Ladybug into range."

"Adrien, what are you saying?" asked Ladybug. "There was an akuma loose around here – has a villain affected your mind?"

Chameleon pretended to be startled enough to lose his balance. He wheeled his arms around and let himself fall.

"Help!" Chameleon shouted.

Ladybug swung and caught the impostor in mid-air and brought him safely to the ground.

"My Princess Charming, you saved my life," said Chameleon.

He puckered to give Ladybug a kiss. Ladybug blushed and permitted it. Suddenly there were two Ladybugs, one asleep in the arms of the other.

One of the students watching from above yelled in surprise. "It's a villain! He tricked Ladybug!"

A butterfly-shaped mask of light appeared around Chameleon's eyes as Hawk Moth sent a message: "Get her Miraculous!"

"On it!" said Chameleon, plucking the earrings from the sleeping hero. Ladybug transformed back into Marinette.

"So that was why Marinette knew that Ladybug hadn't saved my life!" thought Chameleon.

"Bring me the Miraculous," Hawk Moth commanded. "Now."

"I could kill her in her sleep," sent Chameleon to Hawk Moth. "It would be so easy..."

"Don't waste time," Hawk Moth sent back. "Bring the Miraculous before Chat Noir arrives."

Chameleon dropped Marinette and used her duplicate copy of the yo-yo to swing away.

* * *

Adrien woke up in the locker as soon as Chameleon was no longer using his form.

"Plagg, what happened?"

"That girl was an akuma victim," said Plagg. "Her kiss turned her into a copy of you, and you fell asleep. I was about to try to kiss you awake – I'm glad it didn't come to that."

"Ugh! Me too. Plagg, claws out!"

Chat Noir ran out from the locker room to find Marinette asleep in the middle of the courtyard. He ran to her and gave her a gentle shake.

"Marinette! What happened to you?"

Alya called from above, "Chat Noir! Marinette is Ladybug. A shape-changing villain took her form and ran off with her earrings. You've got to stop them before they take the Miraculous to Hawk Moth."

Nino pointed, "That went that way, just a minute ago!"

"Thanks," said Chat Noir.

Chat launched himself up with his baton and began the pursuit. His mind was full of the revelation of who Ladybug really was, but he couldn't afford to dwell on that. He had to stop the fake Ladybug or all was lost!


	2. Chapter 2

**Chapter 2**

"Marinette, please wake up!"

Marinette opened her eyes. Alya was right above her, shaking her shoulder. Nino, Rose, Juleka, Max, Kim, and Ivan were standing around her.

"What? What happened?" Marinette asked groggily.

She gasped when looked down at her bare arms, no longer covered in a red costume with black spots.

"I'm sorry," said Alya. "We all saw you transform from Ladybug. A shape-shifter villain took your form and put you to sleep with a kiss."

Marinette felt her ears. No earrings.

"No! The villain got my Miraculous!"

"Don't worry. Chat Noir was here just now. He's gone after the villain and he'll get your Miraculous back," said Rose soothingly.

"What about Adrien? The villain must have put him to sleep and hidden him somewhere. Maybe where he can't get out!" said Marinette.

"Take it easy. We'll look for him," said Kim. "Come on, Ivan and Max. Let's check the lockers and the boy's bathroom."

The three headed off.

"We should check the girl's bathroom too, just in case," said Juleka to Rose.

They went off, leaving Alya and Nino with Marinette.

"I can't wait," said Marinette. "I have to go help Chat Noir. He doesn't stand a chance against a copy of me by himself. If we get the earrings back a Miraculous Ladybug cure will save Adrien, even if the villain... k-killed him."

She ran out of the schoolyard, looking at the skyline in every direction for a glimpse of Chat Noir or the impostor Ladybug. Nino and Alya followed her.

"What can you do, with no powers?" asked Alya.

"I'll find a way," said Marinette. "It would help to know the akumatized object. You two were closest to the fake Adrien. Did you see anything he wouldn't normally wear? I bet it's the red cap! Was the fake Ladybug wearing it, too?"

"No," said Nino. "He stole that cap from me. It bums me out to lose my trademark look."

"I didn't see anything different about the fake Adrien or Ladybug," said Alya. "The cap disappeared when the Shifter morphed into Ladybug."

"Then the akumatized object morphs too," said Marinette. "This is going to be extra difficult."

Nino asked, "I don't suppose you have the Fox and Turtle Miraculous hidden nearby? Rena Rouge and Carapace would be a big help."

"I don't have them, and I don't have permission to let you know where they are," said Marinette coldly.

"Don't you trust us?" asked Alya.

"Should I? You didn't trust _me_ ," said Marinette.

"What do you mean?" asked Nino.

"Do you realize I was nearly akumatized today? My emotions attracted the akuma to the school, but I resisted it. Then it found someone else – I suspect Lila. Impersonation is a form of lying, like her Volpina illusion power."

"I... I guess I owe you an apology, Marinette," said Alya. "I doubted you when you told me that Ladybug wasn't friends with Lila. You couldn't explain because it would expose your secret identity. But now..."

"You're supposed to be my BFF. You should have trusted me more than her, even before you knew I was Ladybug," said Marinette.

"Lila's very persuasive, and you sometimes do irrational things when Adrien is involved..." said Alya.

"You said a good reporter always verifies her sources. Who did you verify Lila's story with before publishing it in your blog?"

"You're right," said Alya. "I'm sorry."

"Nino, you blamed me for following Lila," said Marinette. "It wasn't just suspicion or jealousy. She'd stolen a book from Adrien with pictures of Miraculous holders and their objects. My kwami recognized it and told me I had to investigate. Lila bought a Fox necklace that matched a picture in the book. She tried to convince Adrien that she was the descendant of a superhero. I changed to Ladybug and exposed her lies. That's why she was akumatized into Volpina."

"I'm sorry," Nino mumbled.

"What happened to the book?" asked Alya.

"Lila dumped it in a trash can in the park when Adrien came to talk with her," said Marinette. "I got it back to the owner."

"I didn't do enough digging about why Lila became Volpina," said Alya. "I'm really sorry."

"It's going to take me some time to fully forgive you," said Marinette. "But I'm starting to feel better."

"I want to help," said Alya. "It's the least I can do after letting myself get turned against you."

"Me too," said Nino.

"We can split up and look for the fake Ladybug swinging around," said Marinette. "We can keep in contact by cell phone. Maybe we can spot where she's taking the Miraculous... and find Hawk Moth's lair."

"If that's still who we need to look for," said Alya. "You woke up, so that probably means the Shifter has changed out of your form."

"The Shifter may have changed to someone else to avoid being tailed by Chat Noir to the lair ," said Nino.

It could be anyone," said Marinette. "It's hopeless."

"Not necessarily," said Alya. "Not if we figure out where the Shifter's going from the clues we have. You told us about a book Lila stole with pictures of Miraculous heroes and objects. I've seen the real Fox necklace up close. If Lila got a copy from a jewelry store... I've seen one in a store myself. They're sold by Gabriel Fashions."

"Yes, the book was Mr. Agreste's book of inspiration that he found in Tibet. He was upset when he lost it and that's why he was akumatized into the Collector," said Marinette. "Adrien took the book out of the house without permission – which is why he got banned from school until I got it back."

"Dudes, don't you think it's really suspicious that Gabriel Agreste had a book like that, with stuff about Miraculouses?" asked Nino. "Hawk Moth knows a lot about them. Maybe Gabriel is Hawk Moth!"

"But how could he be Hawk Moth and the Collector?" asked Marinette. "He couldn't akumatize himself."

"He could if he had an accomplice," said Alya. "And now we know he does... whoever sent the giant moth to help him escape from us on Heroes' Day."

"You could be right," said Marinette. "Let's head to the Agreste Mansion. It's a short walk from here. If we see anything suspicious going on we can at least call the police."


	3. Chapter 3

**Chapter 3**

As they walked, Nino suggested, "Dudes. why don't we get the villain to kiss something like a small dog, or a fish?"

"We don't know if the copy power works on anything other than humans," said Alya.

"I would try it, if I was sure that it would work," said Marinette. "But it's too risky. I don't have a Lucky Charm to give me a hint."

"What about the awesome analysis you do to make use of things around you?" asked Alya. "You don't need a Lucky Charm for that, right?"

"No. The Charm gives me an inspiration but I have to come up with a plan myself," said Marinette.

"You should try," said Nino.

Marinette looked in her purse for something to use. "Chocolate chip cookies and special macarons for Tikki... lip balm, my latest embroidery project, a pencil, a notebook..."

"I could use a cookie," said Nino.

"Me too – I love your cookies," said Alya.

Marinette handed them each one.

"I'm starting to get an idea... but it'll be really dangerous," said Marinette. "We'll have to get close and get the element of surprise."

"First let's see if there's any news about where the villain is," said Alya, getting a news feed on her cell phone.

"This is Nadia Chamack, reporting live with breaking news on a villain called the Chameleon. After a long battle near the Arc de Triomphe, Chat Noir was defeated! The Chameleon transformed into him and took his ring. The villain claims to have already defeated Ladybug in the same way.

"Char Noir's civilian identity has a strong resemblance to star fashion model Adrien Agreste. It's hard to be sure without seeing his eyes. He has been put into a deep sleep and nothing will wake him.

"It is a dark day for Paris. We can only hope the Chameleon was lying about Ladybug's defeat."

"Oh no!" said Marinette. "Chat's down too! And Chameleon has a copy of his weapon."

"Hawk Moth has won," said Nino. "It's hopeless."

Marinette said, "Unless... If the Chameleon comes straight from the Arc to Agreste Mansion, to give the Miraculouses to Hawk Moth, he or she will come by the Place des Vosges, There's some shrub cover there. I'll lure the Chameleon to me and then you two can..."

Marinette whispered the rest of her plan.

"Are you insane?" asked Nino.

"It's the only way," said Marinette. "It's only plan I can think of to stop Hawk Moth from getting whatever terrible wish he wants."

Alya said, "I'm in."

"I won't let you do it without me," said Nino.

"We either win or die together as heroes," said Marinette.

* * *

Chameleon pole-vaulted through the city in triumph, in the form of Chat Noir. The ring and the earrings were in a pocket of the costume.

As he passed by the park near the school, someone called to Chameleon.

Marinette was standing in front of some thick bushes. "Chat Noir! It's good to see you! The villain tricked me and got my Miraculous but there's still hope while you're on the case."

"You think there's hope?" asked Chameleon. He swung down and landed in front of her.

"Bring the Miraculouses to me at once," came the telepathic orders from Hawk Moth.

"You'll get them soon enough," said Chameleon aloud. "I've won. Let me have my revenge."

"You're not Chat Noir!" said Marinette in pretended surprise.

"You fool, I'm Chameleon!" said the phony Chat, gripping her by the throat. "Now I get to finish off my two biggest enemies at once."

There was a rustling in the bushes as two people emerged. They were completely naked!

"Eew! What are you doing?" asked Chameleon.

Chameleon was so shocked that he didn't react in time. Alya got in a kiss. There was a moment of disorientation as she shifted forms. With no pocket to hold them, the captured Miraculouses fell to the ground.

As Alya went to sleep, Nino grabbed a loop of thread that was around Chameleon's neck.

"You think changing my form and stripping me will make me easy to fight? I'm still super-strong!"

Chameleon let go of Marinette and gave Nino a hard shove. The thread broke and the akuma was released. Lila slumped to the ground as the magical energy left her.

"We did it!" said Nino.

"Pound it!" said Alya, waking up and bumping fists with him. "But we'd better get our clothes back on before someone sees us."

Marinette picked up the earrings and said in a raspy voice, "Tikki, spots on!"

She captured the akuma and purified it. Then Ladybug invoked, "Lucky Charm!" and got a huge umbrella.

She shielded her two friends while they dressed, then threw it into the air. "Miraculous Ladybug!"

A flood of magical butterflies spread out and healed all the damage, including the injury to Marinette's throat.

"I wasn't sure that was going to work," said Alya.

"I was pretty sure it would," said Ladybug. "Since the Chameleon made perfect copies, the akumatized object had to morph into something new for each new victim. It had to transform into something the new person was wearing. By wearing nothing except necklaces made from threads I pulled out of my embroidery, you forced the akuma to go into a copy of that."

"And breaking the thread released the akuma," said Nino.

"Exactly," said Ladybug. "Now, as for Lila..."

"I'm not responsible for whatever I did," said Lila. "You never blame akuma victims, right?"

"I suppose you're right," said Ladybug. "I just saved you from Hawk Moth again. Truce?"

Ladybug held out her hand, and Lila shook it.

"Thanks, Ladybug. I'd be honored to call you my friend," said Lila.

"A word of advice. You don't have to lie and pretend to be something you're not. People will like you just for being yourself."

"You have my word," said Lila insincerely.

"I have to bug out, and take the ring back to Chat," said Ladybug, throwing her yo-yo and swinging away.

"Ladybug may be naive enough to forgive you, but I'm not," said Alya. "You lied on my blog."

"Same with me," said Nino.

"You'll be sorry you got on my bad side," said Lila, stalking away.

* * *

After feeding Tikki, Ladybug went looking for Adrien. She found him near the site of the battle, surrounded by reporters. He looked exhausted.

"Adrien Agreste, tell us more about your secret life as Chat Noir," one reporter demanded, thrusting a microphone at Adrien.

"My partner has no comment at this time," said Ladybug, landing beside him. "Shall we go, Chaton?"

"Yes, M'Lady," said Adrien.

When they were safely landed on a roof, Ladybug returned his ring and detransformed herself.

"Thank you," said Adrien. "But I'm not sure I should keep the ring. Everyone knows who I am now."

"Everyone at school knows my identity, too," said Marinette. "Word will get around and I'll have troubles with the press like you."

"My father will be furious," said Adrien.

"About that..." said Marinette. "I don't have absolute proof, but from the direction Chameleon was heading after she got our Miraculouses, I'm pretty sure your father is Hawk Moth."

"What? Really?" said Adrien. "I can't believe it!"

"He threw us off track once, but the evidence is strong. There's that book of Miraculous secrets and spells of his."

"That's what the book was?"

"I couldn't tell you about that before, until the Guardian thought you were ready. Master Fu made copies of the pages and that's how he made our power-up potions. It's way more than a book of inspiration for a fashion designer."

"What should I do? My father's a monster... and he knows I'm Chat Noir now."

"You shouldn't go home. I'll report my suspicions to the police and hopefully they'll stop him."

"Where would I go?"

"Stay with me and my family for a while."

"I'd like that," said Adrien. "I'd like to spend more time with you, Marinette."

"Me too, Adrien," said Marinette with a happy sigh.

* * *

Lila faced the class with her mother on one side of her and Principal Damocles on the other.

"Settle down, class," said Ms. Bustier.

Lila's mother stepped forward. "I have an apology to make, and so does my daughter."

The class quieted down and listened.

"After Lila was akumatized, and the huge publicity that followed her near defeat of Ladybug and Chat Noir, I called the school. I asked why it wasn't still shut down if there was still such a danger from akumas. To my great surprise, I learned that it hadn't been shut down at all. Lila shouldn't have been absent for this past month."

"You're saying she didn't go with you on your trip to the Kingdom of Achu?" asked Rose.

"There was no trip. We didn't leave Paris at all."

"Lila, you liar!" shouted Alix.

"What a total fake!" said Kim.

"I knew it all along," said Chloe.

"Lila, I want you to apologize to your classmates," said her mother.

"I'm sincerely sorry," said Lila, trying her best to look repentant. "I just wanted to impress everyone and make some friends."

The room was full of hostile murmurs.

"You've turned everyone against you," said Adrien. "I warned you."

"You see how it is, Ms. Rossi," said Principal Damocles. "I don't know how we can continue to have her at this school. Lila is expelled; I will give you recommendations for other schools."

"I've already picked one," said Lila's mother grimly. "A reform school."

Lila walked out with her mother, scowling to herself.

"If only Hawk Moth were still active and could give me powers again," Lila thought. "I would show them all. But the police searched his mansion and found his secret room full of white butterflies, and a glass-topped coffin with the body of his wife. What a weird creep. Well, starting over at a new school will give me new people to impress..."

THE END


End file.
